Business Document Tamarack

Business Document Tamarack

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, the Client desires to procure certain business services and deliverables from the Service Provider as set forth in this Agreement; and

WHEREAS, the Service Provider has represented that it possesses the necessary expertise, personnel, and resources to perform the services described in this Agreement in a professional and timely manner; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to such services and payments.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

The Service Provider shall perform the services and provide the deliverables described below. The parties agree that work must be performed in accordance with accepted industry standards, the schedule and acceptance criteria set forth in the payment schedule, and any mutually executed statements of work.

PAYMENT TERMS

In consideration for the services, the Client shall pay the Service Provider according to the terms set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing. Taxes imposed by any authority shall be the responsibility of the party required to remit such taxes.

Payment Method (select applicable):

Wire Transfer Check ACH

Any undisputed amount not paid when due shall accrue interest at a rate of % per month (or the maximum lawful rate if lower). In addition, the Service Provider may suspend performance after providing days' written notice for nonpayment.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for days after written notice, or immediately upon insolvency, bankruptcy filing, or assignment for the benefit of creditors.

Upon termination, the Client shall pay the Service Provider for all services performed and expenses reasonably incurred through the effective date of termination. Sections concerning confidentiality, indemnification, payment of accrued fees, and governing law shall survive termination.

CONFIDENTIALITY

Each party (the "Recipient") shall keep confidential all nonpublic information disclosed by the other party (the "Discloser") that is designated confidential or which, by its nature, a reasonable person would understand to be confidential, including business plans, financial information, customer lists, and technical data ("Confidential Information"). The Recipient shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a strict need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidential Information shall not include information that (a) is or becomes publicly available without breach of this Agreement, (b) was lawfully in the Recipient's possession prior to disclosure, (c) is rightfully received from a third party without obligation of confidentiality, or (d) is independently developed without use of the Discloser's Confidential Information. The obligations in this Section shall survive termination for a period of , except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and allow the indemnifying party control of the defense and settlement, provided that the indemnifying party may not settle any claim that admits fault or imposes an obligation on the indemnified party without the indemnified party's prior written consent.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith a valid substitute provision that most nearly effects the parties' intent. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Sign Now